Titan Pharmaceuticals Enters Merger And Contribution And Share Exchange Agreement Regarding A Business Combination With KE Sdn. Bhd.

Titan Pharmaceuticals, Inc. (NASDAQ:TTNP) ("Titan") today announced that it has entered into a Merger and Contribution and Share Exchange Agreement (the "Merger Agreement") regarding a business combination with KE Sdn. Bhd. ("KE"). The Merger Agreement was approved by Titan's board of directors (the "Board"). If the Merger Agreement is approved by the stockholders of Titan and KE (and the other closing conditions are satisfied or waived in accordance with the Merger Agreement), and upon consummation of the transactions contemplated by the Merger Agreement (the "Closing"), Titan will be combined with KE in a "reverse merger" transaction consisting of two steps:

 

1. TTNP Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of BSKE Ltd. ("BSKE"), a Cayman Islands exempted company, will merge with and into Titan (the "Merger"); the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the Merger and a direct wholly owned subsidiary of BSKE.
   
   
   1. Within five business days of the filing by Titan and BSKE of a proxy statement/prospectus relating to the proposed transaction, shareholders of KE may elect to enter into a share exchange agreement (the "Share Exchange Agreement") with Titan and BSKE, pursuant to which, immediately following the Merger, each KE shareholder entering into the Share Exchange Agreement will contribute and exchange all of his KE shares in exchange for ordinary shares of BSKE. Titan may terminate the Merger Agreement if fewer than all KE shareholders enter into the Share Exchange Agreement within the specified period.